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Can Maryland businesses face liability for board members’ actions? 

On Behalf of | Feb 26, 2025 | Business Law

When board members make poor choices, Maryland business owners often wonder who bears the legal responsibility. This question becomes more pressing as corporate leadership faces increased scrutiny in today’s business landscape. 

What Maryland law says about business liability 

Maryland treats corporations as distinct legal entities from their board members and officers. Yet, companies remain responsible for their leaders’ actions when these fall within official duties. This means a business must answer for decisions its board members make while acting on behalf of the company. 

Key times when businesses bear responsibility 

Board members’ actions can create liability for Maryland businesses in specific situations. Here’s what business owners need to watch for: 

  • Board members ignore their duty to the company.
  • Leaders make decisions that harm company finances.
  • Officers engage in misleading business practices.
  • Teams fail to follow state or federal rules.
  • Decision makers break environmental regulations.

These situations often lead to lawsuits, fines or both. The specific facts and circumstances involved in each case determine the outcome. 

Steps to shield your business 

Maryland businesses can take direct steps to reduce their risk: 

  1. Buy proper insurance coverage for directors and officers.
  2. Write clear rules for company leadership.
  3. Keep detailed records of all board decisions.
  4. Train board members on their legal duties.
  5. Set up systems to catch problems early.

When board members’ choices go wrong, the stakes run high. Their decisions can affect the company, its employees, customers and investors. While good policies help prevent problems, every business faces unique risks based on size, industry and structure. 

Talk to a business attorney immediately if you spot warning signs of board member misconduct. Quick action often makes the difference between minor fixes and major legal headaches.